SanDisk 2011 Annual Report Download - page 21

Proxy Statement
the independence requirements of NASDAQ and applicable law. The Board has determined that each member of
the Compensation Committee satisfies such independence requirements.
Pursuant to its charter, the Compensation Committee’s responsibilities include the following:
• reviewing and approving the corporate goals and objectives relevant to the compensation of the chief
executive officer and, in consultation with the chief executive officer, the other executive officers;
• evaluating the chief executive officer’s performance and, in consultation with the chief executive
officer, the other executive officers’ performance in light of the committee’s goals and objectives;
• setting officer compensation levels based on such evaluation and other factors deemed appropriate,
including the Company’s performance and relative stockholder return, the value of incentive awards to
executive officers at comparable companies and the awards given to the Company’s officers in past
years;
• reviewing and approving significant employment agreements, separation and severance agreements,
arrangements or transactions with executive officers, including any arrangements having any
compensatory effect or purpose;
• reviewing and assisting the Board in developing succession plans for executive officers in consultation
with the chief executive officer, other members of the Board and other appropriate management
personnel;
• reviewing and recommending to the Board appropriate director compensation programs for
non-employee Directors, committee chairs and committee members, consistent with applicable
requirements of the listing standards and applicable laws for independent Directors and including
consideration of cash and equity components;
• developing and periodically assessing the Compensation Committee’s compensation policies
applicable to the Company’s executive officers and Directors, including the relationship of corporate
performance to executive compensation, and periodically reviewing the Company’s policies and
assessing and making recommendations to the Board concerning the Company’s stock and incentive
compensation plans, including the impact of stock compensation plans on stockholder value and the
impact of dilution from the Company stock plans;
• approval of stock option grants and other share-based or incentive awards under the Company’s stock
and incentive compensation plans, including any performance criteria, and otherwise assisting the
Board in administering awards under these plans;
• reviewing and approving the disclosures on executive compensation and preparing a report to the
Board recommending that such disclosures be included in the Company’s Annual Report on
Form 10-K and the Company’s proxy statement;
• periodically assessing the relationship between the Company’s compensation programs and risk
management; and
• performing any other activities consistent with the Compensation Committee charter, the bylaws and
applicable listing standards and laws as the Compensation Committee or the Board considers
appropriate.
Processes and Procedures. The Company’s President and Chief Executive Officer (the “Chief Executive
Officer”) recommends to the Compensation Committee for its approval the base salary, annual bonus and long-
term equity compensation levels for the executive officers other than himself, in accordance with the
Compensation Committee charter. The Company’s Executive Vice President, Administration and Chief Financial
Officer recommends to the Company’s Chief Executive Officer the form and amount of compensation provided
to the Company’s Chief Legal Officer and Senior Vice President of IP Licensing. Except for the Company’s
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